Exhibit 10.2
SUBORDINATED PROMISSORY NOTE
US $165,000.00 July 29, 2005
Subject to the terms and conditions of this Subordinated Promissory Note
(this "Note"), for value received, the undersigned Conversion Services
International, Inc. ("CSI"), a Delaware corporation with an address of 100 Eagle
Rock Avenue, East Hanover, New Jersey 07936, hereby promises to pay to ADAM
HOCK, an individual residing at 630 First Avenue, Apt. 35C, New York, New York
10016, and LARRY HOCK, an individual residing at 4210 West Beachway Drive Tampa,
Florida 33609 (collectively, the "Holder"), the principal amount of One Hundred
Sixty-Five Thousand U.S. Dollars (US $165,000.00), with interest thereon, as
provided herein.
This Note is issued and delivered pursuant to the Agreement and Plan of
Merger, dated as of July 28, 2005 (the "Merger Agreement"), by and among CSI,
ISI Merger Corp., Integrated Strategies, Inc., ISI Consulting, LLC and Holder.
The following is a statement of the rights of the Holder of this Note and the
terms and conditions to which this Note is subject, and to which the Holder, by
acceptance of this Note, agrees:
1. Principal Repayment. The outstanding principal amount of this Note
shall be due and payable on the Maturity Date (as hereinafter defined), unless
this Note has been prepaid in accordance with the terms set forth below.
2. Interest. Interest shall accrue on the unpaid principal of this Note at
a simple annual interest rate equal to five percent (5%) per annum from the date
hereof and shall be due and payable on the Maturity Date. All computations of
the interest hereunder shall be made on the basis of a year of 365 days based on
the actual number of days elapsed (including the first day but excluding the
last day) and only on the principal amount hereof or of any such portion which
is outstanding. Should the rate of interest as calculated under this Note exceed
that allowed by law, the applicable rate of interest will be the maximum rate of
interest allowed by applicable law.
3. Maturity Date. The principal amount of this Note, together with all
interest accrued thereon, shall be due and payable by 5:00 PM Eastern Standard
Time on October 28, 2006 (the "Maturity Date").
4. Prepayment. CSI shall have the right, at any time prior to the Maturity
Date, at its election on five (5) business days' prior written notice, to
prepay, without penalty or premium, the principal amount of this Note, in whole
or in part, together with interest on the portion of the principal so prepaid
accrued to the date of prepayment.
5. Subordination. By acceptance of this Note, the Holder, for itself and
its successors and permitted assigns, acknowledges and agrees for the benefit of
CSI, Laurus Master Fund, Ltd., Sands Brothers Venture Capital LLC, Sands
Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, Taurus
Advisory Group, LLC, Scott Newman and Glenn Peipert (collectively, the "Senior
Debt Holder") and their respective successors and assigns, that, notwithstanding
any provision of this Note to the contrary, the payment of any interest,
principal or any other amounts under this Note, and the performance by CSI of
its obligations hereunder, is and shall be expressly subordinated and junior in
right of payment to the prior indefeasible payment in full of all Senior
Indebtedness (as hereinafter defined), whether now existing or hereafter
arising, and is hereby subordinated as a claim against CSI or any of the assets
of CSI, whether such claim be in the event of any distribution of the assets of
CSI, upon any reorganization or composition or bankruptcy, insolvency,
receivership or other statutory or common law proceedings or arrangements
involving CSI or the readjustment of its liabilities or any assignment for the
benefit of creditors or any marshaling of its assets or liabilities or any
general failure of CSI to pay its debts as they become due. All rights of the
Holder hereunder are expressly subject to the rights of the Senior Debt Holder.
As used herein, the term "Senior Indebtedness" shall mean all amounts owed
by CSI to the Senior Debt Holder under, and all obligations of CSI pursuant to
the debt obligations listed on page 48 in CSI's Registration Statement on Form
SB-2/A, filed with the Securities and Exchange Commission on June 13, 2005.
6. Payment. All payments with respect to this Note shall be made in lawful
money of the United States of America at such place as the Holder hereof may
reasonably designate in writing to CSI. Payment shall be credited first to the
accrued interest then due and payable and the remainder applied to principal.
7. No Security. This Note is unsecured.
8. Mutilated, Destroyed, Lost or Stolen Note. In case this Note shall
become mutilated or defaced, or be destroyed, lost or stolen, CSI shall execute
and deliver a new note of like principal amount in exchange and substitution for
the mutilated or defaced Note, or in lieu of and in substitution for the
destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the
Holder shall surrender such Note to CSI. In the case of any destroyed, lost or
stolen Note, the Holder shall furnish to CSI: (a) evidence to its satisfaction
of the destruction, loss or theft of such Note, and (b) such security or
indemnity as may be reasonably required by CSI to hold CSI harmless.
9. Assignment. The rights and obligations of CSI and the Holder of this
Note shall be binding upon, and inure to the benefit of, their permitted
successors, assigns, heirs, administrators and transferees. Notwithstanding the
foregoing, the Holder may not assign, pledge or otherwise transfer this Note
without the prior written consent of CSI. Payment under this Note shall be made
only to the registered holder of this Note.
10. Waiver and Amendment. Any provision of this Note, including, without
limitation, the due date hereof, and the observance of any term hereof, may be
amended, waived or modified (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of CSI and
the Holder.
11. Notices. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid, or delivered by facsimile transmission, to CSI or to the Holder at the
addresses set forth herein below. Any party hereto may by notice so given change
its address for future notice hereunder. Notice shall conclusively be deemed to
have been given when personally delivered or when deposited in the mail in the
manner set forth above and shall be deemed to have been received when delivered
or, if notice is given by facsimile transmission, when delivered with
confirmation of receipt.
If to CSI, to:
Conversion Services International, Inc.
100 Eagle Rock Avenue
East Hanover, NJ 07936
Attention: Scott Newman
Fax: 973-560-9500
with a copy to:
Ellenoff Grossman & Schole LLP
370 Lexington Avenue
New York, NY 10017
Attention: Barry I. Grossman, Esq.
Fax: 212-370-7889
If to Holder, to:
Mr. Adam Hock
630 First Avenue, Apt. 35C
New York, New York 10016
Fax:
Mr. Larry Hock
4210 West Beachway Drive
Tampa, Florida 33609
Fax:
With a copy to:
Foley & Lardner LLP
100 North Tampa Street, Suite 2700
Tampa, FL 33602
Attention: Richard H. Agster, Esq.
Fax: 813-221-4210
12. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New Jersey, excluding that body of law
relating to conflicts of laws.
13. Severability. If one or more provisions of this Note are held to be
unenforceable under applicable law, such provisions shall be excluded from this
Note, and the balance of this Note shall be interpreted as if such provisions
were so excluded and shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF, CSI has caused this Note to be issued in favor of
Holder as of the date first above written.
CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
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Name: Scott Newman
Title: President